THIS RELEASE MAY NOT BE RELEASED, PUBLISHED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART, IN OR INTO, DIRECTLY OR INDIRECTLY, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
PRELIMINARY RESULT OF CGI NORDIC INVESTMENTS LIMITED’S TENDER OFFER FOR ALL ISSUED AND OUTSTANDING SHARES IN AFFECTO PLC
CGI Nordic Investments Limited (the "Offeror"), an indirect wholly-owned subsidiary of CGI Group Inc. ("CGI"), commenced a voluntary recommended public tender offer to purchase all the issued and outstanding shares in Affecto Plc ("Affecto") that are not owned by Affecto or any of its subsidiaries (the "Tender Offer") on 30 August 2017. The offer period of the Tender Offer expired on 27 September 2017.
According to the preliminary result of the Tender Offer, the shares tendered in the Tender Offer represent approximately 94.05 percent of all the shares and voting rights in Affecto (excluding shares owned by Affecto or any of its subsidiaries).
The Offeror will complete the Tender Offer in accordance with its terms and conditions provided that the final results of the Tender Offer confirm that the shares tendered in the Tender Offer represent more than 90 percent of all the shares and voting rights in Affecto (excluding shares owned by Affecto or any of its subsidiaries) and all other conditions to completion of the Tender Offer remain satisfied or are waived by the Offeror in accordance with the terms and conditions of the Tender Offer.
"We are excited about the preliminary result of the Tender Offer and look forward to proceed with this merger and welcome Affecto professionals into the CGI family after confirmation of the final results", said Heikki Nikku, CGI President of Nordics operations.
"Our powerful combination of skills, innovations, Nordic and global reach and resources will create unique value proposition for our clients and employees. Together, our combined business and technology expertise in the Nordic and Baltic regions with over 9000 professionals will help fuel continued innovation for our clients and foster our continuous growth", Nikku continues.
The final results of the Tender Offer will be announced on or about 2 October 2017. In connection with the announcement of the final results, the Offeror will confirm the percentage of Affecto shares in respect of which the Tender Offer has been validly accepted and not validly withdrawn, whether the Tender Offer will be completed and whether the offer period will be extended with a subsequent offer period. The settlement of the completion trades of the Tender Offer and the payment of the offer consideration is intended to take place on or about 6 October 2017.
CGI Nordic Investments Limited
Executive Vice-President, Global Communications and Investor Relations
Director, Marketing and Communications
+358 40 7593603
CGI IN THE NORDICS
With nearly 8,000 professionals in 55 offices across Denmark, Estonia, Finland, Norway and Sweden, CGI has a strong local presence across the Nordic IT services market. With a deep commitment to being the best in its industry across the Nordics and around the world, CGI serves as a market leader in end-to-end IT and business consulting services, solutions and outsourcing services. CGI's Nordic operation serves thousands of clients in public and private organisations to help them achieve operational efficiencies while harnessing innovation to better serve the digital needs of their customers and citizens.
Founded in 1976, CGI Group Inc. is the fifth largest independent information technology and business process services firm in the world. Approximately 70,000 professionals serve thousands of global clients from offices and delivery centers across the Americas, Europe and Asia Pacific, leveraging a comprehensive portfolio of services including high-end business and IT consulting, systems integration, application development and maintenance, infrastructure management as well as 150 IP-based services and solutions. With annual revenue in excess of C$10 billion and an order backlog exceeding C$20 billion, CGI shares are listed on the TSX (GIB.A) and the NYSE (GIB). Website: www.cgi.com
Affecto is a Northern European full-stack data house with expertise in data intensive technologies. Their expertise ranges from enterprise information management to artificial intelligence. Affecto creates business value for its customers by helping them become data driven, thus transforming their businesses. Affecto has long term, committed customer relationships with a large number of essential Northern European companies as well as public institutions. Affecto has a local presence with 18 offices forming a powerful grid, and is a unique home for its 1000+ employees.
THIS RELEASE IS FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO PURCHASE, OR ANY SOLICITATION OF AN OFFER TO SELL OR ANY INVITATION TO PARTICIPATE. INVESTORS MAY ACCEPT THE TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN AN OFFER DOCUMENT WHEN AVAILABLE.
THE TENDER OFFER FOR THE SHARES IS NOT BEING AND WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY JURISDICTION WHERE EITHER THE MAKING OF SUCH AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW.
ACCORDINGLY, WHEN PUBLISHED, THE OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS WILL NOT AND MAY NOT BE DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE PROHIBITED BY APPLICABLE LAW OR WHICH WOULD REQUIRE FURTHER OFFER DOCUMENTS, REGISTRATION OR OTHER MEASURES IN ADDITION TO THOSE REQUIRED UNDER FINNISH LAW. IN PARTICULAR, THE TENDER OFFER FOR THE SHARES IS NOT BEING AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-MAIL OR OTHER FORMS OF ELECTRONIC COMMUNICATION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG, AND MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR BY PERSONS LOCATED OR RESIDENT THEREIN, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT THEREIN. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER FOR THE SHARES RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID.